DEF 14A of Marzetti Co, Oct 10, 2023

DEF 14A of Marzetti Co

Filed Oct 10, 2023 · FY20230000057515-23-000023

Open on EDGAR

  1. NOMINATION AND ELECTION OF DIRECTORS

    NOMINATION AND ELECTION OF DIRECTORS The Board currently consists of ten members and is divided into two classes of three members and one class of four members. The members of the three classes are elected to serve for staggered terms of three years. Each of the nominees is a current director of the Corporation and has consented to stand for re-election to the Board with a term expiring at the Corporation’s 2026 Annual Meeting of Shareholders. In the event that any of the nominees becomes unavailable to serve as a director before the Annual Meeting, the Board may designate a new nominee, and the persons named as proxies will vote for that substitute nominee. The Board of Directors recommends a vote “FOR” the election of each of the nominees listed below by executing and returning the enclosed proxy card before the Annual Meeting.

  2. Nominees for Term to Expire in 2026

    Nominees for Term to Expire in 2026

  3. Nominees for Term to Expire in 2026

    | Name | Position with the Corporation | Age | Director Since | | Robert L. Fox | Director of the Corporation | 74 | 1991 | | John B. Gerlach, Jr. | Director and Executive Chairman of the Board | 69 | 1985 | | Robert P. Ostryniec | Director of the Corporation | 62 | 2014 |

  4. Continuing Directors – Term to Expire in 2024

    Continuing Directors – Term to Expire in 2024

  5. Continuing Directors – Term to Expire in 2024

    | Name | Position with the Corporation | Age | Director Since | | Zena Srivatsa Arnold | Director of the Corporation | 45 | 2023 | | Michael H. Keown | Director of the Corporation | 61 | 2018 | | George F. Knight III | Director of the Corporation | 66 | 2023 |

  6. Continuing Directors – Term to Expire in 2025

    Continuing Directors – Term to Expire in 2025

  7. Continuing Directors – Term to Expire in 2025

    | Name | Position with the Corporation | Age | Director Since | | Barbara L. Brasier | Director of the Corporation | 65 | 2019 | | David A. Ciesinski | Director, Chief Executive Officer and President of the Corporation | 57 | 2017 | | Elliot K. Fullen | Director of the Corporation | 58 | 2021 | | Alan F. Harris | Director of the Corporation | 69 | 2008 |

  8. Continuing Directors – Term to Expire in 2025

    The following information is provided for each continuing director and each person nominated for election as a director and includes their principal occupations during the past five years; their specific experiences, qualifications, attributes or skills that qualify them to serve as directors; and certain other information. Robert L. Fox currently serves as an Account Executive at Thurston Springer Financial, a stock brokerage firm, and has held that position since January 2023. He previously served as an Account Executive with Boenning & Scattergood, Inc., a stock brokerage firm, from August 2019 to December 2022, as Financial Adviser at Sweney Cartwright & Co., a stock brokerage firm, from November 2014 to August 2019, as Financial Adviser for Wells Fargo Advisors, a stock brokerage firm, from July 2008 to November 2014, as Financial Adviser for A.G. Edwards & Sons, Inc., a stock brokerage firm, from 2005 to July 2008, and as Financial Adviser for Advest, Inc., a stock brokerage firm, from 1978 to 2005. Mr. Fox has over 40 years of experience in the securities industry analyzing and evaluating the financial, operational and managerial capabilities of public companies. This experience enables Mr. Fox to better view the Corporation from a shareholder’s perspective and contribute that perspective to the Board. As a long-standing member of the Board, Mr. Fox demonstrates an extensive knowledge of our business, our history and the markets we serve. Mr. Fox’s significant ownership interest in the Corporation assures that his interests are directly aligned with those of our shareholders. John B. Gerlach, Jr. currently serves as Executive Chairman of the Board of the Corporation and has held that position since July 2017. He served as Chief Executive Officer of the Corporation from 1997 until June 2017. Mr. Gerlach brings significant leadership and operational management experience to the Board. Mr. Gerlach has demonstrated strong executive leadership skills through over 35 years of executive officer service with the Corporation, including over 20 years as CEO. Mr. Gerlach is the Corporation’s longest-serving director. This experience, combined with his prior service on the board of Huntington Bancshares Incorporated and numerous nonprofit organizations, provides Mr. Gerlach with vast board level leadership capabilities. Perhaps most importantly, Mr. Gerlach’s significant ownership interest in the Corporation ensures that top leadership is directly aligned with the interests of our shareholders. Robert P. Ostryniec retired from full-time employment in March 2017. He served as Chief Product Supply Officer for Keurig Green Mountain, Inc. from 2013 until March 2017. He also served as Global Supply Chain Officer for H.J. Heinz Company from 2010 to 2013 and Supply Chain Vice President of H.J. Heinz Company from 2003 to 2010. Mr. Ostryniec has 34 years of experience as an executive in manufacturing, purchasing, supply chain and logistics roles for publicly traded, consumer-focused companies including General Electric Company, Stanley Black & Decker, Inc., H.J. Heinz Company and Keurig Green Mountain, Inc. Mr. Ostryniec’s significant management experience, particularly in manufacturing, purchasing, supply chain and logistics, enables him to provide valuable perspective and insight to the Board. Zena Srivatsa Arnold is a marketing and general management executive in the consumer packaged goods, retail and technology industries. She currently serves as Chief Marketing Officer of Sephora, leading all marketing and communications functions to drive business growth, and has held that position since June 2023. Ms. Arnold also led PepsiCo’s U.S. Carbonated Soft Drinks business from March 2022 to December 2022 and served as Chief Digital and Marketing Officer at Kimberly-Clark, leading its global marketing organization from April 2020 to February 2022. Prior to that, Ms. Arnold spent more than six years at Google in both general management and marketing roles on the ChromeOS and Google Play products from October 2013 to March 2020. The early years of her career were at Procter & Gamble and Kellogg's where she held a series of brand and portfolio management roles on their biggest brands like Olay, Folgers, Pop-Tarts and more, overseeing current business, upstream innovation and shopper marketing. Ms. Arnold also serves on the board of EZCORP as a non-executive director. She holds a degree in computer science from The Ohio State University. Her executive leadership skills and breadth of experience in marketing and management in the consumer packaged goods and technology industries further strengthen the expertise of the Board in these areas. Michael H. Keown has 39 years of experience in the consumer packaged goods industry with the last 19 years in CEO/C-Suite roles in both larger public, and smaller privately held, food and beverage companies. He currently works as an adviser to several smaller high-growth companies in the natural/organic food industry. Prior to that, Mr. Keown served as Chief Executive Officer at Quinn Snacks, a natural food snack company, from December 2021 through September 2022. From August 2019 to December 2021, he served as Chief Executive Officer of Honey Stinger, a sports nutrition brand which provides athletes natural energy to improve performance. He served as President, Chief Executive Officer and Director of Farmer Brothers, a national coffee roaster and distributor of coffee, tea and culinary products, from March 2012 through May 2019. Prior to that, he was at WhiteWave Foods Company, a subsidiary of Dean Foods, from 2004 to March 2012. Most notably, he served as President, Indulgent Brands from 2006 to March 2012. He was also responsible for WhiteWave’s alternative channel business, which was largely foodservice. From 2003 to 2006, Mr. Keown served in various executive capacities at Dean Foods and WhiteWave Foods. Mr. Keown joined Dean Foods from The Coca-Cola Company, where he served as Vice President and General Manager of the Shelf Stable Division of The Minute Maid Company. Mr. Keown started his career having held various sales and marketing positions of escalating responsibility with E&J Gallo Winery and Procter & Gamble. He served on the Board of Directors of Welch Foods Inc. from 2015 to 2018. Mr. Keown’s significant management experience in the food industry provides valuable perspective to the Board. George F. Knight III retired from full-time employment after serving as Executive Vice President and Chief Financial Officer of the chemical company Hexion, Inc. from January 2016 until May 2022. During his 25-year tenure at Hexion and its predecessor company, Borden, Inc., he held roles of increasing responsibility including Vice President of Mergers and Acquisitions, Vice President of Finance, and Senior Vice President and Treasurer. Mr. Knight previously held senior finance roles at Duracell, Inc. and worked as a Senior Audit Manager for Deloitte & Touche LLC. The Board believes Mr. Knight’s expertise with mergers and acquisitions, as well as his deep financial knowledge, will help grow our business and deliver value for the Corporation’s stakeholders.

  9. Continuing Directors – Term to Expire in 2025

    Barbara L. Brasier retired in April 2018 as Chief Financial Officer and Senior Vice President of Herc Rentals, Inc., an equipment rental company, after leading its spinoff from Hertz Global Holdings, Inc. beginning in 2015. She served as Senior Vice President, Tax and Treasury for Mondelez International (successor to Kraft Foods, Inc.) from 2012 to 2015 and as a Senior Vice President of Kraft Foods Inc. in several finance roles from 2009 to 2012. In addition, she served as Vice President and Treasurer of Ingersoll Rand, a diversified industrial company, from 2004 to 2008. Prior to that, Ms. Brasier held various leadership roles at Mead Corporation, a packaging and forest product company, including service as a divisional President. She currently serves as Chairperson of the Audit Committee of the Board of Directors of John Bean Technologies Corporation, as a member of the Audit Committee and the Compensation Committee of the Board of Directors of Molina Healthcare Inc., and as a member of the Audit Committee of the Board of Directors of Henny Penny Corporation. Ms. Brasier’s executive leadership of a diverse portfolio of international public companies over a 38-year career and her current service as a director of three companies with a class of securities registered pursuant to Section 12 of the Exchange Act (our Corporation, John Bean Technologies Corporation and Molina Healthcare Inc.) and one private company provides the Board with valuable insight and expertise in numerous areas, including strategic planning, change management, mergers and acquisitions, accounting, tax and audit. David A. Ciesinski currently serves as President and Chief Executive Officer of the Corporation. He has served as President of the Corporation since April 2016 and as Chief Executive Officer since July 2017. Mr. Ciesinski previously served as President of the Meal Solutions Division at Kraft Foods Group, Inc. and as its Executive Vice President and President of Meals & Desserts from 2014 to 2015, in which capacity he was responsible for leading Kraft’s grocery business. Prior to joining Kraft, Mr. Ciesinski served in various leadership roles at the H.J. Heinz Company between 2001 and 2013, including Vice President of Global Business Development, in which capacity he was responsible for leading corporate business development activities, Group Vice President and Chief Marketing Officer of the U.S. Retail Division, and various other leadership roles. As a veteran of the packaged foods industry with a broad base of executive leadership positions, Mr. Ciesinski’s past experience provides a strong background to draw from in his role as the Corporation’s President and Chief Executive Officer. He currently serves on the Audit Committee and the Corporate Governance Committee of the Board of Directors of Essential Utilities Inc., a company with a class of securities registered pursuant to Section 12 of the Exchange Act. Mr. Ciesinski offers the Board detailed knowledge of the Corporation and valuable insight into management’s perspective with respect to the Corporation’s operations and strategy. Elliot K. Fullen currently serves as Founder of Fullen Consulting Services, an advisory services firm providing support and expertise to private equity sponsors. His firm focuses on new platform investment strategies, due diligence for mergers and acquisitions, and the integration of operational management. Previously, Mr. Fullen served in several executive roles for Hexion Inc., an international chemicals and materials company. He was Vice President & General Manager, Epoxy Specialty Products from 2009-2012; Vice President, Corporate Strategy & Development from 2007-2009; Managing Director, Asia Pacific from 2003-2007; and Vice President & General Manager, Specialty Coatings from 1998-2003. Prior to joining Hexion, he held engineering, corporate finance and treasury roles at Duracell International Inc. Mr. Fullen served on the Board of Airnov Healthcare Packaging, a global manufacturer of packaging solutions to the pharmaceutical, nutraceutical, and diagnostic markets, from October 2019 to March 2023. Airnov was sold to Colorcon Inc. on March 1, 2023. Mr. Fullen’s extensive experience leading global businesses, as well as his strategic and M&A expertise across several industries, enables him to provide valuable perspective and insight to the Board. Alan F. Harris has been retired from full-time employment since 2007. He served as Executive Vice President and Chief Marketing and Customer Officer of Kellogg Company, a food products company, from 2003 to 2007, and Executive Vice President and President, Kellogg Company International Division from 2000 to 2003. With over 23 years of experience at Kellogg in a variety of positions, Mr. Harris possesses extensive domestic and international experience in the retail food industry, as well as considerable consumer marketing expertise. In addition, Mr. Harris embodies many other desirable qualities that contribute to the leadership of the Corporation, including strong general management breadth and experience and significant strategic acumen. Mr. Harris has made significant contributions to the Board in key areas of oversight, including strategic planning, risk assessment and product development. The following table presents gender and demographic information relating to our directors and director nominees as of the date of this report. Each of the categories listed in the below table has the meaning ascribed to it in Nasdaq Rule 5605(f).

  10. Continuing Directors – Term to Expire in 2025

    | Board Diversity Matrix | | | | | Female | Male | | Total Number of Directors | 10 | | | Part 1: Gender Identity | | | | Directors | 2 | 8 | | Part II: Demographic Background | | | | African American or Black | — | 1 | | Asian | 1 | — | | White | 1 | 7 |

  11. Executive Compensation Program Overview

    | | | | | | % of FY23 Pay Mix | | | Element | Form | Purpose | Metrics | Time-Period | CEO | Other NEOs | | Base Salary | Cash | To attract and retain and to provide a steady source of annual cash income | — | 1-Year | 18% | 35% | | Annual Incentive Plan (“AIP”) | Cash | To incentivize for certain annual financial, operational, and individual objectives | 70% Financial (70% Adj. Operating Income, 30% Adj. Net Sales) | 1-Year Performance Period | 29% | 36% | | | | | 20% Personal | | | | | | | | 10% Operational (ERP Go-Live) | | | | | Long-Term Incentive Plan (“LTIP”) | Performance Share Units (“PSUs”) | To incentivize for certain long-term financial performance objectives and drive long-term shareholder value | 27.5% Net Sales Growth | 3-Year Performance Period | 53% | 29% | | | | | 27.5% Relative TSR (“rTSR") vs. S&P 1500 Packaged Foods & Meats Index | 3-Year Performance Period | | | | | Restricted Stock | To align executives’ interests with shareholders and promote retention | 45% Time-based | 3-Year Cliff Vest | | |

  12. Executive Compensation Program Overview

    The above data in the Pay Mix columns shows that most of the compensation provided to Mr. Ciesinski and the other NEOs is annual and long-term incentives, which we think serves to focus their attention on achieving strong financial and long-term shareholder returns. Mr. Viso was included at his annualized base salary, annualized actual annual incentive, and 2023 grant value of restricted stock. Mr. Nagle was excluded from the other NEOs for this calculation. We have developed a series of “What We Do” and “What We Don’t Do” principles in connection with our executive compensation program. These principles are summarized in the table below.

  13. Executive Compensation Program Overview

    | Executive Compensation Practices at a Glance | | | | | What We Do | | What We Don't Do | | | ✓ | DO align pay with performance by linking incentive compensation to the achievement of performance goals tied to the Corporation’s strategic objectives and financial metrics | • | NO guaranteed cash incentives, equity compensation or salary increases | | ✓ | DO conduct annual compensation review and approval of our compensation philosophy and strategy | • | NO compensation or incentives that encourage unnecessary or excessive risk taking | | ✓ | DO cap payouts for annual incentive and performance-based equity awards at 200% of target | • | NO acceleration of PSUs without regard to performance goals | | ✓ | DO maintain robust stock ownership guidelines for executive officers and directors | • | NO executive pension plans or post-retirement health coverage for our NEOs | | ✓ | DO require double-trigger change-in-control vesting provisions | • | NO single trigger acceleration of equity awards upon a change-in-control | | ✓ | DO pay a substantial portion of executive compensation in the form of at-risk equity grants | • | NO significant or excessive perquisites for NEOs | | ✓ | DO appoint a Compensation Committee consisting solely of independent directors | • | NO pledging our securities by directors, executive officers or other employees as collateral for a loan | | ✓ | DO use an independent compensation consultant engaged by our Compensation Committee | • | NO hedging or derivative transactions by our directors, NEOs or other employees involving our securities | | ✓ | DO have a majority of executive compensation at risk based on corporate performance | • | NO tax gross ups |

  14. Executive Compensation Program Overview

    While these broad concepts generally govern our executive compensation program, we also account for specific factors particular to each executive officer when making individual compensation decisions, which we describe in detail below. These factors include the executive’s range of responsibilities and related performance measures and other individual factors affecting each executive’s performance. We also engage in an annual competitive compensation review of our executive compensation levels relative to amounts paid to executive officers with similar responsibilities in similarly situated companies, but we do not specifically benchmark compensation against percentiles or ranges of compensation provided by such companies. At our 2022 Annual Meeting, our executive compensation program received approval from 97.0% of our shareholders casting votes on the matter, indicating strong shareholder support for the Compensation Committee’s executive compensation decisions and policies. There are many factors contributing to the Compensation Committee’s decision on whether to make significant changes to our compensation mix, including shareholder approval, peer group actions, target pay levels, performance metrics, and other compensation policies. The Compensation Committee will continue to consider results from future shareholder advisory votes in its ongoing evaluation of our executive compensation programs and practices.

  15. Compensation Administration and Consultant

    Compensation Administration and Consultant The Compensation Committee reviews and determines the compensation for our NEOs. The compensation we paid our NEOs for fiscal 2023 is disclosed in detail in the tables and narratives below under the heading “Executive Compensation.” Our Compensation Committee is also responsible for, among other duties, structuring and administering the compensation programs and plans in which our NEOs participate. During fiscal 2023, the Compensation Committee retained the services of an independent executive compensation consultant, Pay Governance LLC (“Pay Governance”). Pay Governance reports directly to the Compensation Committee and did not provide any other types of service to the Corporation during fiscal 2023. The Compensation Committee believes there were no conflicts of interest between Pay Governance and the Compensation Committee during fiscal 2023. In reaching this conclusion, the Compensation Committee considered the compensation consultant independence factors set forth in Rule 10C-1(b)(4) of the Securities Exchange Act of 1934, as amended. Pay Governance reevaluated our peer group and, based on its recommendations, the Compensation Committee did not make any changes to the peer group established in February 2022 as described below. In addition, Pay Governance provided information regarding market compensation for our NEOs to support compensation decisions for fiscal 2023. The information was used by the Compensation Committee to obtain a general understanding of current compensation practices in our competitive market rather than for benchmarking purposes. Pay Governance also worked with the Compensation Committee to prepare the 2023 AIP as described in more detail below. Pay Governance, in conjunction with the Compensation Committee and management, also helped to design and implement a new long-term equity incentive plan for fiscal 2022, which was consistent with the fiscal 2023 program and is described in more detail below. Over time, the Compensation Committee has worked to include peer companies with the following characteristics: •annual revenues, market cap, and enterprise value within a reasonable range of the Corporation; and •companies primarily competing in the Packaged Foods and Meats category and other related categories. For fiscal 2023, we used the following peer group (the “2023 Peer Group”) to determine competitive pay levels for input into the Compensation Committee’s decision-making process:

  16. Compensation Administration and Consultant

    As of the date on which the 2023 Peer Group was evaluated for purposes of providing input with respect to fiscal 2023 compensation, our Corporation had the following financial characteristics compared to the Peer Group: our net sales were at the 56th percentile; market cap was at the 86th percentile; and total enterprise value was at the 79th percentile. Total enterprise value is defined as market cap plus long-term debt, less cash.

  17. Compensation Processes, Procedures and Comparison to Peer Group

    Compensation Processes, Procedures and Comparison to Peer Group Generally, our Compensation Committee establishes salaries for the current fiscal year and annual cash incentive award payouts for the prior fiscal year at its regularly scheduled August meeting. Historically, at this meeting, our Compensation Committee reviews the elements of each NEO’s total compensation during the previous fiscal year. Our Chief Executive Officer then makes compensation recommendations to our Compensation Committee with respect to the members of senior management who report to him, but those executives are not present in the meeting during compensation deliberations. The Compensation Committee Chairperson then makes compensation recommendations in executive session to our Compensation Committee with respect to our Chief Executive Officer, who is absent from the meeting at that time. Our Compensation Committee also reviews our NEOs’ compensation along with that offered to executive officers employed by companies in our peer group, as prepared by Pay Governance. Our Compensation Committee may accept or adjust the recommendations it receives in establishing the final compensation for each NEO. In general, when setting each component of compensation for our NEOs, our Compensation Committee considers the following performance factors: •our previous year’s operating results and achievement of our performance objectives; •the relative value of the executive’s unique skills, competencies and institutional knowledge, including time in current position; •the executive’s performance of his or her responsibilities; and •the executive’s contribution toward our long-term strategic objectives and our goal of creating long-term shareholder value. We believe the total target compensation for our NEOs for fiscal 2023 was in line with market compensation paid for executives holding similar positions in our 2023 Peer Group based on the Compensation Committee’s general understanding of current compensation practices in our competitive market.

  18. Primary Elements of Compensation

    Primary Elements of Compensation As noted, we have established executive compensation objectives primarily focused on helping to create long-term shareholder value. We believe we can best achieve our executive compensation program objectives by offering competitive short-term cash compensation combined with appropriate long-term equity-based compensation tied to our operating results and our achievement of incremental shareholder value. To this end, the primary elements of our executive compensation program are salary, annual cash incentive awards and long-term equity-based incentive awards, which are described in detail below. Generally, we look at our NEOs’ compensation arrangements in total when establishing salaries, annual cash incentive awards and long-term equity incentive awards. Our NEOs during fiscal 2023 were Ms. Bird and Messrs. Ciesinski, Pigott, Stealey, Nagle and Viso. Salaries. We provide our NEOs with annual salaries to attract and retain the executives and to provide them with a steady source of annual cash income. For each NEO, salary represents a risk-free cash compensation component. We establish salaries to reward our NEOs for their overall level of expertise, responsibilities, experience and other factors unique to each individual executive officer, as determined by our Compensation Committee. However, our general policy is the salaries for our NEOs should not exceed median salaries for executive officers with similar responsibilities within our peer group. For fiscal 2023, the amount of each continuing NEO’s salary increase expressed as a percentage of such officer’s fiscal 2022 salary was as follows: Mr. Ciesinski, 5.3%; Mr. Pigott, 5.5%; Mr. Stealey, 5.0%; Ms. Bird, 5.0%; and Mr. Nagle, 3.5%. The salary increases were effective as of July 1, 2022, the beginning of the 2023 fiscal year. Annual Cash Incentive Awards. We also provide our NEOs with annual cash incentive awards based on the 2023 AIP designed to motivate them to help achieve our annual financial goals. The annual cash incentive award represents a performance-based, variable and “at-risk” cash component of compensation for each NEO. Under this program, our NEOs were each provided the opportunity to earn an annual cash incentive payment for fiscal 2023 based on achievement of certain financial, operational and individual objectives. We granted these awards to our NEOs because of their overall responsibilities for achieving annual financial and operating results and driving the creation of long-term shareholder value. An annual cash incentive payment, if earned, is made early in the following fiscal year. Annual cash incentive payments earned by our NEOs for fiscal 2023 appear in the “Non-Equity Incentive Plan Compensation” column of our 2023 Summary Compensation Table. As a starting point for the 2023 AIP, each NEO was assigned a target cash incentive award under the 2023 AIP expressed as a percentage of salary as follows: •Mr. Ciesinski – 115% of salary •Mr. Pigott – 80% of salary •Mr. Stealey – 70% of salary •Ms. Bird – 70% of salary •Mr. Nagle – 65% of salary (pro-rated to account for his February 2023 termination date) •Mr. Viso – 70% of salary (pro-rated to account for his May 2023 start date) The 2023 AIP provided rewards for the achievement of two key financial metrics: adjusted net sales and adjusted operating income, as well as for achievement against a key operational objective of the Corporation and personal objectives developed for each NEO. The financial performance metrics were weighted as 70% of the total incentive, the achievement of personal objectives was weighted as 20%, and the successful implementation of the ERP go-live was weighted as 10%. All participants have a significant weighting in consolidated financial outcomes, which promotes teamwork and cooperation across business units and with the corporate functional groups. The personal objectives are designed to drive personal responsibilities, and most personal objectives, if achieved, are expected to have a positive impact on current and future financial outcomes. The weighting assigned to the ERP go-live implementation ensured management’s continued focus on this critical initiative, which the Compensation Committee ultimately believes results in long-term shareholder value creation. As noted above, the key financial metrics are adjusted net sales and adjusted operating income. Adjusted operating income is weighted 70% and adjusted net sales is weighted 30%, reflecting the importance our Compensation Committee places on each metric. At the beginning of the 2023 fiscal year, the Compensation Committee set the following targets, thresholds and maximums for corporate adjusted net sales and adjusted operating income: Fiscal Year 2023 Corporate AIP Performance Metrics ($ in millions)

  19. Primary Elements of Compensation

    | Performance Measure | | Corporate | Percentage of Target | | Net Sales: | Reported FY 2023 Results | $1,822.5 | | | | Net Sales for 2023 AIP Purposes | $1,822.5 | 101.8% | | Operating Income: | Reported FY 2023 Results | $141.5 | | | | Adjusted Operating Income for 2023 AIP Purposes | $196.3 | 105.8% |

  20. Primary Elements of Compensation

    | | Performance Share Values and Units | | | | Time-Based Restricted Stock Values and Shares | | | | | Net Sales Growth | | rTSR | | | | Total Grant Value | | Name | ($) | (#) | ($) | (#) | ($) | (#) | ($) | | Mr. Ciesinski | $714,930 | 4,724 | $714,908 | 3,506 | $1,170,010 | 7,731 | $2,599,848 | | Mr. Pigott | $164,961 | 1,090 | $164,963 | 809 | $269,991 | 1,784 | $599,915 | | Ms. Bird | $98,976 | 654 | $99,100 | 486 | $161,934 | 1,070 | $360,010 | | Mr. Stealey | $98,976 | 654 | $99,100 | 486 | $161,934 | 1,070 | $360,010 | | Mr. Nagle* | $82,480 | 545 | $82,584 | 405 | $134,995 | 892 | $300,059 | | Mr. Viso | — | — | — | — | $359,982 | 1,721 | $359,982 |

  21. Primary Elements of Compensation

    *Mr. Nagle was awarded a restricted stock grant and PSU grants with a total grant date fair value of $300,059. This amount was forfeited upon Mr. Nagle’s termination effective February 28, 2023. For all except Mr. Viso, PSUs based on net sales growth and the time-based restricted stock had a grant-date fair value of $151.34, the closing price on August 16, 2022, the date of grant. The rTSR PSUs had a grant-date fair value of $203.91 (based on a Monte Carlo simulation). The grant-date fair value is used to determine the number of PSUs and shares of restricted stock to grant based on the overall grant value for each employee. The Compensation Committee granted awards of restricted stock on the same day as the PSU grants. The restricted stock vests in full on the third anniversary of the grant date. The restricted stock will vest earlier upon a change in control of the Corporation if they are not assumed by the acquiring or surviving company, or if they are assumed and the grantee’s employment is, within 24 months following the change in control, terminated by the Corporation other than for cause or terminated by the grantee for good reason. Once vested, the restricted stock may be traded in the same manner as other shares. Each recipient of restricted stock will receive dividends on the restricted stock during the vesting period but will generally forfeit all unvested restricted stock upon termination of employment unless his or her termination is a result of death or disability or as otherwise determined by the administrator. Dividends will be accrued on the PSUs but will only be paid to the recipients at the end of the three-year performance period and only upon the PSUs that are earned and vested. The Compensation Committee considers, but does not expressly rely upon, any specific formulas, mathematical calculations or peer group comparisons when determining the value of equity grants to individual employees, including our NEOs. The 2023 grants were made based on the Compensation Committee’s judgment, which in turn was based on the Compensation Committee’s desire to award each employee enough value to achieve our retention and motivation objectives discussed above. In the Compensation Committee’s view, the amounts awarded in fiscal 2023 were necessary to retain executive talent and provide incentives for our executives to create long-term shareholder value. Long-term equity awards for Ms. Bird and Messrs. Ciesinski, Pigott, Stealey, Nagle and Viso were based on the Compensation Committee’s desire to retain them and assist them with building significant share ownership going forward. Mr. Ciesinski’s LTIP award was increased by 13% to move him further toward market-competitive levels. 2023 LTIP awards for our other continuing NEOs were generally flat compared to their fiscal 2022 awards.

  22. 2024 Executive Pay Changes

    2024 Executive Pay Changes The Compensation Committee took the following executive pay actions at its August 2023 meeting relative to fiscal 2024: Salaries. The amount of each NEO’s salary increase for fiscal 2024, expressed as a percentage of such officer’s fiscal 2023 base salary, is as follows: Mr. Ciesinski, 5.1%; Mr. Pigott, 4.2%; Ms. Bird, 4.7%; Mr. Stealey, 4.7%; and Mr. Viso, 0.8%. The lower salary increase for Mr. Viso reflects the impact of his May 2023 start date. The fiscal 2024 salaries for each of our NEOs became effective on July 1, 2023. The Compensation Committee increased each NEO’s salary based on their performance during fiscal 2023. 2024 Annual Incentive Plan - The Compensation Committee has decided to continue the 2023 AIP for fiscal 2024 (the “2024 AIP”) with changes to the performance metric weightings as described below. The 2024 AIP was approved by the Compensation Committee at its August 2023 meeting. Financial performance metrics under the 2024 AIP will be weighted at 75% of the total (increased from 70% in 2023), with operating income again weighted at 70% and net sales at 30%, reflecting what the Compensation Committee and management believe are the relative impacts of the key drivers of long-term shareholder value. The Compensation Committee approved a higher weighting on financial performance and on individual performance (increased from 20% in 2023 to 25%) given the elimination of the ERP implementation metric. Target incentive opportunities for our NEOs in the 2024 AIP are identical to those in the 2023 AIP, expressed as a percentage of salary. Payouts will range from 0% to 200% of each NEO’s target percentage based on performance against the annual operating plan and the achievement of individual objectives. 2024 Long-Term Incentive Design – After a thorough and comprehensive process, the Compensation Committee adopted a new long-term incentive design for fiscal 2022 and the same design was continued for fiscal 2024. The 2024 long-term equity-based incentive plan is based on the following vehicles and weightings for our NEOs: i.55% PSUs ii.45% restricted stock Restricted stock and PSUs vest on the third anniversary of the grant date in accordance with the terms of the award agreements. PSUs are based on two performance metrics, with equal weightings, as follows: i.Relative total shareholder return versus the S&P 1500 Packaged Foods & Meats Index; and ii.Net sales growth over the applicable performance period.

  23. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements

  24. Employment Agreement

    Employment Agreement Except for Mr. Ciesinski, we do not maintain employment agreements with any of our NEOs. Mr. Ciesinski’s employment agreement was effective as of April 18, 2016, and had an initial term ending June 30, 2019. Thereafter, the employment agreement automatically renews for successive one-year terms, unless earlier terminated pursuant to its terms, or unless either we or Mr. Ciesinski provides timely written notice that the term will not be extended. In the event Mr. Ciesinski is terminated by us without cause, by us as a result of giving notice of non-extension of the employment agreement, or by Mr. Ciesinski for good reason, then, subject to Mr. Ciesinski signing and not revoking a release of claims against the Corporation, he will receive as severance pay the greater of: (a) continued payment of his base salary for a period of twelve months, plus an amount equal to 80% of his salary in lieu of any annual incentive for the incomplete fiscal year; or (b) the amount due to Mr. Ciesinski under his change in control agreement (see discussion below). Additionally, in the event Mr. Ciesinski’s termination occurs after the completion of our fiscal year but before the payment of his annual incentive, Mr. Ciesinski will be entitled to payment of his earned but unpaid annual incentive for such completed fiscal year. Mr. Ciesinski’s employment agreement also provides for a clawback of any incentive compensation or other compensation paid to Mr. Ciesinski as required under applicable law, government regulation, stock exchange listing requirement, or our policy.

  25. Severance Agreement

    Severance Agreement We entered into an Agreement for Severance and Release with Mr. Nagle effective February 1, 2023 (“Nagle Severance Agreement”) in connection with the termination of his employment on February 28, 2023, as described below in more detail in the section entitled “Potential Payments Upon Termination or Change in Control.” Mr. Nagle did not receive severance pursuant to his change in control agreement.

  26. Change in Control Agreements

    Change in Control Agreements We entered into updated change in control agreements with our executive officers in August 2023. If an executive’s employment is terminated on or within 12 months following a change in control, either by the Corporation without cause, or by the executive for good reason, the executive would be entitled to a lump sum severance payment equal to the sum of: (i) accrued and unpaid salary, accrued and unpaid annual incentive from any prior completed fiscal year, and a pro-rated portion of the executive’s annual incentive for the current fiscal year; (ii) three times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Ciesinski; or two times the sum of base salary plus target level annual incentive for the current fiscal year for Mr. Pigott, Ms. Bird, Mr. Stealey and Mr. Viso; (iii) the sum of the executive’s unvested 401(k) balance; plus two times the aggregate matching contributions payable by the Corporation into the executive’s 401(k) account for the last completed calendar year; and (iv) continued health, dental, long-term disability and life insurance coverage for two years following the executive’s date of termination. Notwithstanding the foregoing, the change in control agreements do not provide for any excise tax gross-up payments and provide that the executive’s change in control payments thereunder would be reduced by the minimum amount necessary to avoid penalties under Section 4999 of the Internal Revenue Code.

  27. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes compensation earned during the 2023, 2022 and 2021 fiscal years by our NEOs:

  28. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | $(1) | $ | $(2) | $(3) | $(4) | $ | $ | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (i) | (j) | | David A. Ciesinski, President and Chief Executive Officer and President, T. Marzetti Company | 2023 | $890,000 | $— | $2,599,848 | $— | $1,443,340 | $96,399(5) | $5,029,587 | | | 2022 | $845,000 | $— | $2,299,929 | $— | $518,915 | $80,449 | $3,744,293 | | | 2021 | $820,000 | $— | $769,985 | $1,430,012 | $1,252,960 | $67,895 | $4,340,852 | | Thomas K. Pigott, Chief Financial Officer, Vice President and Assistant Secretary | 2023 | $574,975 | $— | $599,915 | $— | $648,664 | $47,532(6) | $1,871,086 | | | 2022 | $545,000 | $— | $599,985 | $— | $232,824 | $40,532 | $1,418,341 | | | 2021 | $470,475 | $— | $157,521 | $292,526 | $574,092 | $28,345 | $1,522,959 | | Kristin J. Bird, President, Foodservice Division, T. Marzetti Company | 2023 | $457,533 | $— | $360,010 | $— | $451,649 | $42,341(7) | $1,311,533 | | | 2022 | $435,746 | $— | $359,833 | $— | $162,882 | $34,691 | $993,152 | | | 2021 | $418,200 | $— | $105,014 | $194,969 | $446,516 | $25,340 | $1,190,039 | | Carl R. Stealey, President, Retail Division, T. Marzetti Company | 2023 | $457,533 | $— | $360,010 | $— | $451,649 | $23,096(8) | $1,292,288 | | | 2022 | $435,746 | $— | $359,833 | $— | $162,882 | $95,410 | $1,053,871 | | | 2021 | $418,200 | $— | $105,014 | $194,969 | $446,516 | $16,220 | $1,180,919 | | David S. Nagle, Former Chief Supply Chain Officer, T. Marzetti Company | 2023 | $290,827 | $— | $300,059(9) | $— | $257,624 | $531,470(10) | $1,379,980 | | | 2022 | $422,300 | $— | $299,909 | $— | $146,580 | $33,191 | $901,980 | | | 2021 | $410,000 | $— | $105,014 | $194,969 | $406,492 | $27,814 | $1,144,289 | | Luis Viso, Chief Supply Chain Officer, T. Marzetti Company(11) | 2023 | $73,077 | $200,000 | $359,982 | $— | $78,149 | $85,598(12) | $796,806 |

  29. 2023 Summary Compensation Table

    (1)The amounts shown in this column represent salary earned in each fiscal year. The amounts shown in this column for 2023 include amounts deferred by our NEOs under our nonqualified deferred compensation plan, which is further discussed above under “Compensation Discussion and Analysis” and below in the “2023 Nonqualified Deferred Compensation Table” and accompanying narrative. (2)The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718, of the restricted stock and PSUs granted during the reported years. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2023, those assumptions can be found in footnote 10 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. The grant date fair value of PSUs awarded in fiscal 2023, assuming the achievement of the performance conditions at the maximum level for the three-year performance period, is: $2,859,677 for Mr. Ciesinski; $659,847 for Mr. Pigott; $396,154 for Ms. Bird and $396,154 for Mr. Stealey. See the “2023 Grants of Plan-Based Awards Table” below for additional information regarding the restricted stock and PSUs awarded in fiscal 2023. (3)The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the stock-settled stock appreciation rights granted during the reported years. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2023 and 2022, no stock-settled stock appreciation rights were granted. (4)The amounts shown in this column for 2023 represent amounts computed for fiscal 2023 performance under our annual cash incentive award program. As discussed under “Compensation Discussion and Analysis” above, these amounts were based on our achievement of certain financial, personal and operational objectives. See “Compensation Discussion and Analysis” for more information about our annual cash incentive award program. (5)This amount consists of (A) $780 in life insurance premium payments, (B) $63,265 in dividends on unvested restricted stock and (C) $32,354 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums and (iii) payment for financial planning services. (6)This amount consists of (A) $780 in life insurance premium payments, (B) $14,574 in dividends on unvested restricted stock and (C) $32,178 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums and (iii) payment for financial planning services. (7)This amount consists of (A) $780 in life insurance premium payments, (B) $9,285 in dividends on unvested restricted stock and (C) $32,276 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums and (iii) payment for financial planning services. (8)This amount consists of (A) $780 in life insurance premium payments, (B) $9,104 in dividends on unvested restricted stock and (C) $13,212 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan and (ii) payment of travel insurance premiums. (9)Mr. Nagle was awarded a restricted stock grant and PSU grants with a total grant date fair value of $300,059. This amount was forfeited upon Mr. Nagle’s termination effective February 28, 2023. (10)This amount consists of (A) $520 in life insurance premium payments, (B) $6,328 in dividends on unvested restricted stock, (C) $492,077 of severance benefits and (D) $32,545 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums, (iii) payment for financial planning services and (iv) payment of accrued and unused paid time off. (11)Mr. Viso was appointed as an executive officer of the Corporation on May 1, 2023. (12)This amount consists of (A) $65 in life insurance premium payments, (B) $85,531 of relocation expense reimbursements and (C) payment of travel insurance premiums.

  30. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table shows all plan-based awards granted to our NEOs during fiscal 2023.

  31. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($)(1) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | David A. Ciesinski | — | $204,800 | $1,024,000 | $2,048,000 | — | — | — | — | — | $— | $— | | | 8/16/22 | $— | $— | $— | 945 | 4,724(2) | 9,448 | — | — | $— | $714,930 | | | 8/16/22 | $— | $— | $— | 701 | 3,506(3) | 7,012 | — | — | $— | $714,908 | | | 8/16/22 | $— | $— | $— | — | — | — | 7,731(4) | — | $— | $1,170,010 | | Thomas K. Pigott | — | $92,000 | $460,000 | $920,000 | — | — | — | — | — | $— | $— | | | 8/16/22 | $— | $— | $— | 218 | 1,090(2) | 2,180 | — | — | $— | $164,961 | | | 8/16/22 | $— | $— | $— | 162 | 809(3) | 1,618 | — | — | $— | $164,963 | | | 8/16/22 | $— | $— | $— | — | — | — | 1,784(4) | — | $— | $269,991 | | Kristin J. Bird | — | $64,000 | $320,000 | $640,000 | — | — | — | — | — | $— | $— | | | 8/16/22 | $— | $— | $— | 131 | 654(2) | 1,308 | — | — | $— | $98,976 | | | 8/16/22 | $— | $— | $— | 97 | 486(3) | 972 | — | — | $— | $99,100 | | | 8/16/22 | $— | $— | $— | — | — | — | 1,070(4) | — | $— | $161,934 | | Carl R. Stealey | — | $64,000 | $320,000 | $640,000 | — | — | — | — | — | $— | $— | | | 8/16/22 | $— | $— | $— | 131 | 654(2) | 1,308 | — | — | $— | $98,976 | | | 8/16/22 | $— | $— | $— | 97 | 486(3) | 972 | — | — | $— | $99,100 | | | 8/16/22 | $— | $— | $— | — | — | — | 1,070(4) | — | $— | $161,934 | | David S. Nagle | — | $37,880 | $189,400 | $378,800 | — | — | — | — | — | $— | $— | | | 8/16/22 | $— | $— | $— | 109 | 545(5) | 1,090 | — | — | $— | $82,480 | | | 8/16/22 | $— | $— | $— | 81 | 405(6) | 810 | — | — | $— | $82,584 | | | 8/16/22 | $— | $— | $— | — | — | — | 892(7) | — | $— | $134,995 | | Luis Viso | — | $11,000 | $55,000 | $110,000 | — | — | — | — | — | $— | $— | | | 5/17/23 | $— | $— | $— | — | — | — | 1,721(8) | — | $— | $359,982 |

  32. 2023 Grants of Plan-Based Awards Table

    ___________ (1)As we described in “Compensation Discussion and Analysis” above, under our annual cash incentive program, Ms. Bird and Messrs. Ciesinski, Pigott Stealey, Nagle and Viso each receive a fiscal year incentive opportunity, the amount of which is primarily determined by applying a weighted percentage rate to certain financial targets for the entire Corporation for each NEO, and certain personal performance targets, each as further described in “Compensation Discussion and Analysis” above. Payouts to the NEOs are 20% at threshold and 200% at maximum. Target amounts for annual cash incentive awards are established under our 2023 AIP as a percentage of base salary and calculated based on the Corporation’s net sales and operating income, along with the achievement of operational and personal performance goals. The amounts reflected in column (d) of the above table for Messrs. Ciesinski, Pigott, Stealey, Nagle and Viso and Ms. Bird represent the estimated possible payout for fiscal 2023 based on fiscal 2023 targeted performance, as required by applicable guidance. These amounts are not indicative of the actual amounts Messrs. Ciesinski, Pigott, Stealey, Nagle and Viso and Ms. Bird received under the 2023 AIP for the reasons explained above in “Compensation Discussion and Analysis.” The total annual cash incentive payments for our NEOs in fiscal 2023 made pursuant to a plan were determined by our Compensation Committee in August 2023 based on the Corporation’s performance and are reflected in column (g) of our 2023 Summary Compensation Table above. For more information about our 2023 AIP, see “Compensation Discussion and Analysis” above. (2)These amounts represent PSUs that were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan and will be earned based on the performance metric of net sales growth over a three-year period. The PSUs are expected to vest on August 16, 2025 subject to the achievement of this performance metric. The grant date fair value per unit was $151.34. (3)These amounts represent PSUs that were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan and will be earned based on the performance metric of relative total shareholder return over a three-year period. The PSUs are expected to vest on August 16, 2025 subject to the achievement of this performance metric. The grant date fair value per unit was $203.91, which was measured using a Monte Carlo simulation. (4)These amounts represent shares of restricted stock that were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on August 16, 2025. The grant date fair value per share was $151.34. (5)This amount represents PSUs that were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan and whose performance metric was net sales growth over a three-year period. The grant date fair value per unit was $151.34. These PSUs were forfeited upon termination of Mr. Nagle’s employment effective February 28, 2023. (6)This amount represents PSUs that were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan and whose performance metric was relative total shareholder return over a three-year period. The grant date fair value per unit was $203.91, which was measured using a Monte Carlo simulation. These PSUs were forfeited upon termination of Mr. Nagle’s employment effective February 28, 2023. (7)This amount represents shares of restricted stock that were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan. The grant date fair value per share was $151.34. This restricted stock was forfeited upon termination of Mr. Nagle’s employment effective February 28, 2023. (8)This amount represents shares of restricted stock that were granted on May 17, 2023 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on May 17, 2026. The grant date fair value per share was $209.17.

  33. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table None of our NEOs is a party to an employment agreement with the Corporation except Mr. Ciesinski. Mr. Nagle entered into a severance agreement in connection with the termination of his employment on February 28, 2023. Mr. Ciesinski, Mr. Pigott, Ms. Bird, Mr. Stealey, Mr. Nagle and Mr. Viso were party to Key Employee Change in Control Agreements with the Corporation. For more information about these agreements, see “Compensation Discussion and Analysis — Employment, Severance and Change in Control Agreements” above and the disclosure below under “Potential Payments Upon Termination or Change in Control.” For more information about the other compensation arrangements in which our NEOs participate and the proportion of our NEOs’ total compensation represented by base salary and annual cash incentive payments or discretionary bonuses, also see “Compensation Discussion and Analysis” above.

  34. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table shows all outstanding equity awards held by our NEOs at the end of fiscal 2023.

  35. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | David A. Ciesinski | 56,569(1) | — | — | $153.71 | Feb 25, 2027 | — | — | — | — | | | 26,276(2) | 13,140(2) | — | $177.99 | Feb 23, 2028 | — | — | — | — | | | — | — | — | — | — | 4,326(3) | $869,915 | — | — | | | — | — | — | — | — | 5,438(4) | $1,093,528 | — | — | | | — | — | — | — | — | 7,731(5) | $1,554,627 | — | — | | | — | — | — | — | — | — | — | 1,253(7) | $251,966 | | | — | — | — | — | — | — | — | 1,646(8) | $330,994 | | | 82,845 | 13,140 | | | | 17,495 | $3,518,070 | 2,899 | $582,960 | | Thomas K. Pigott | — | 2,689(2) | — | $177.99 | Feb 23, 2028 | — | — | — | — | | | — | — | — | — | — | 885(3) | $177,965 | — | — | | | — | — | — | — | — | 1,419(4) | $285,347 | — | — | | | — | — | — | — | — | 1,784(5) | $358,744 | — | — | | | — | — | — | — | — | — | — | 326(7) | $65,556 | | | — | — | — | — | — | — | — | 380(8) | $76,414 | | | — | 2,689 | — | | | 4,088 | $822,056 | 706 | $141,970 | | Kristin J. Bird | 2,695(1) | — | — | $153.71 | Feb 25, 2027 | — | — | — | — | | | 3,582(2) | 1,792(2) | — | $177.99 | Feb 23, 2028 | — | — | — | — | | | — | — | — | — | — | 590(3) | $118,643 | — | — | | | — | — | — | — | — | 851(4) | $171,128 | — | — | | | — | — | — | — | — | 1,070(5) | $215,166 | — | — | | | — | — | — | — | — | — | — | 196(7) | $39,414 | | | — | — | — | — | — | — | — | 228(8) | $45,848 | | | 6,277 | 1,792 | — | | | 2,511 | $504,937 | 424 | $85,262 | | Carl R. Stealey | 8,081(1) | — | — | $153.71 | Feb 25, 2027 | — | — | — | — | | | 3,582(2) | 1,792(2) | — | $177.99 | Feb 23, 2028 | — | — | — | — | | | — | — | — | — | — | 590(3) | $118,643 | — | — | | | — | — | — | — | — | 851(4) | $171,128 | — | — | | | — | — | — | — | — | 1,070(5) | $215,166 | — | — | | | — | — | — | — | — | — | — | 196(7) | $39,414 | | | — | — | — | — | — | — | — | 228(8) | $45,848 | | | 11,663 | 1,792 | — | | | 2,511 | $504,937 | 424 | $85,262 | | David S. Nagle(9) | — | — | — | — | — | — | — | — | — | | Luis Viso | — | — | — | — | — | 1,721(6) | $346,076 | — | — |

  36. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    (1)These stock-settled stock appreciation rights were granted on February 25, 2020 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 25, 2021, can be exercised for up to seven years from the date of grant and are fully vested. (2)These stock-settled stock appreciation rights were granted on February 23, 2021 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 23, 2022, can be exercised for up to seven years from the date of grant and are expected to fully vest on February 23, 2024. (3)These shares of restricted stock were granted on February 23, 2021 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 23, 2024. (4)These shares of restricted stock were granted on August 17, 2021 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on August 17, 2024. (5)These shares of restricted stock were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on August 16, 2025. (6)These shares of restricted stock were granted on May 17, 2023 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on May 17, 2026. (7)These PSUs were granted on August 17, 2021 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2021 – June 30, 2024. The actual number of shares that may be earned range from 0% to 200% and are based on the performance metrics of net sales growth and relative total shareholder return. The amounts presented herein reflect the threshold number of PSUs awarded. (8)These PSUs were granted on August 16, 2022 pursuant to our 2015 Omnibus Incentive Plan and have a three-year performance period from July 1, 2022 – June 30, 2025. The actual number of shares that may be earned range from 0% to 200% and are based on the performance metrics of net sales growth and relative total shareholder return. The amounts presented herein reflect the threshold number of PSUs awarded. (9)Mr. Nagle forfeited certain of his equity awards upon his termination from the Corporation effective February 28, 2023 and did not have any outstanding equity awards at fiscal year-end.

  37. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  38. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b)(1) | (c)(1) | (d)(2) | (e)(2) | | David A. Ciesinski | 10,694(3) | $1,989,644 | 4,782(3) | $920,152 | | Thomas K. Pigott | 5,170(3) | $1,089,843 | 1,025(3) | $197,231 | | Kristin J. Bird | 2,203(3) | $459,281 | 910(3) | $164,896 | | Carl R. Stealey | 2,159(3) | $435,276 | 683(3) | $131,423 | | David S. Nagle | 6,426(3) | $1,223,427 | 1,547(3) | $297,294 | | Luis Viso | — | $— | — | $— |

  39. 2023 Option Exercises and Stock Vested Table

    ___________ (1)The amounts reported in columns (b) and (c) reflect the exercise during fiscal 2023 of stock-settled stock appreciation rights by the NEOs. The amounts reported in column (c) were computed using the aggregate number of shares acquired on exercise and the closing price of our shares on the respective dates of exercise. (2)The amounts reported in columns (d) and (e) reflect the vesting during fiscal 2023 of restricted stock awards for the NEOs. The amounts reported in column (e) were computed using the number of shares acquired on vesting and the closing price of our shares on the respective date of vesting. (3)Shares reported reflect gross shares before tax settlement.

  40. 2023 Pension Benefits

    2023 Pension Benefits We do not maintain any defined benefit plans or other plans with specified retirement benefits in which our NEOs participate.

  41. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table This table shows certain information for fiscal 2023 for each of our NEOs under our DCP.

  42. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | | David A. Ciesinski | $50,000 | — | $16,927 | — | $312,397 | | Thomas K. Pigott | $50,000 | — | $6,446 | — | $133,250 | | Kristin J. Bird | $50,000 | — | $6,446 | — | $133,250 | | Carl R. Stealey | $50,000 | — | $10,049 | — | $194,822 | | David S. Nagle | $— | — | $— | — | $— | | Luis Viso | $— | — | $— | — | $— |

  43. 2023 Nonqualified Deferred Compensation Table

    ___________ (1)The amounts reported for our NEOs in this column are fully reported as part of the salary for each NEO in column (c) of the “2023 Summary Compensation Table” above. (2)None of the amounts reported for our NEOs in this column are reported in the “2023 Summary Compensation Table” above. (3)The following amounts reported for our NEOs in this column have been previously reported as compensation in our “Summary Compensation Table” included in prior years’ proxy statements: Mr. Ciesinski, $225,000; Mr. Pigott, $75,000; Ms. Bird, $75,000 and Mr. Stealey, $125,000. For more information about our nonqualified deferred compensation plan, see “Compensation Discussion and Analysis” above.

  44. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our NEOs may terminate employment with the Corporation under a number of different scenarios, including retirement, voluntary termination for good reason, voluntary termination without good reason, involuntary termination without cause, involuntary termination for cause, and termination in connection with a change in control, death or disability. Except as discussed below, we generally limit the payments or other forms of compensation that we will provide our NEOs when their employment with the Corporation is terminated to compensation elements that we provide all our employees upon termination, namely payment of any earned but unpaid salary and accrued but unpaid vacation benefits.

  45. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure We identified our median employee from our entire employee population (excluding the CEO) to provide a ratio comparison of the total compensation of Mr. Ciesinski, our CEO, with the total compensation of the median employee. In doing so, we annualized the compensation of all full-time and part-time employees. The compensation of our median employee was determined as of April 30, 2023 in accordance with the methodology and components used in the Summary Compensation Table for the Corporation’s NEOs. Because we had an even number of employees on our determination date, we selected two employees as the median and used the average of their total compensation. The 2023 total compensation was $47,946 for our median employee and $5,029,587 for Mr. Ciesinski. Based on this determination, the ratio of annual total compensation for Mr. Ciesinski to that of the median employee is estimated to be 105 to 1. The applicable SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies and assumptions and, as a result, our estimated pay ratio may not be comparable to the pay ratios disclosed by other companies.

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Corporation using a methodology that has been prescribed by the SEC. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulations S-K and do not reflect compensation actually earned, realized or received by our NEOs.

  47. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ millions) | Adjusted Operating Income (4) ($ millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $5,029,587 | $10,331,400 | $1,330,339 | $1,879,450 | $137.12 | $133.00 | $111.3 | $196.3 | | 2022 | $3,744,293 | $(250,193) | $1,091,836 | $419,314 | $86.28 | $124.61 | $89.6 | $177.6 | | 2021 | $4,340,852 | $7,014,829 | $1,259,552 | $1,660,088 | $126.90 | $117.24 | $142.3 | $219.2 |

  48. PAY VERSUS PERFORMANCE

    (1) Mr. Ciesinski served as our principal executive officer (“PEO”) for the full fiscal year in 2023, 2022, and 2021. Our non-PEO NEOs included: (a) for fiscal year 2023, Messrs. Pigott, Stealey, Nagle and Viso and Ms. Bird; (b) for fiscal year 2022, Messrs. Pigott, Stealey and Nagle and Ms. Bird; and (c) for fiscal year 2021, Messrs. Pigott, Stealey and Nagle and Ms. Bird. (2) Amounts reported in these columns represent the compensation actually paid (“CAP”) after the applicable adjustments were made to the amounts reported in the Summary Compensation Table (“SCT”) for the applicable year. The applicable adjustments shown in the reconciliation tables below were deducted from / added to Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate CAP to our PEO and average CAP to our non-PEO NEOs. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. No pension adjustments were made because we do not provide defined benefit pension arrangements for our NEOs. (3) The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P Composite 1500 Packaged Foods & Meats Index. The measurement period for this Total Shareholder Return calculation is the last trading date before the first fiscal year in the table through the end of the last fiscal year covered by the table. (4) Adjusted Operating Income is a Non-GAAP financial measure defined as operating income as reported under U.S. GAAP, adjusted to exclude the following unusual costs not associated with the results of operations: (a) for fiscal year 2023, impairment charges and Project Ascent expenses; (b) for fiscal year 2022, changes in contingent consideration, restructuring and impairment charges, Project Ascent expenses and the impact of our ERP go-live which resulted in “pull-forward” sales from fiscal 2023 to fiscal 2022; and (c) for fiscal year 2021, changes in contingent consideration, impairment charges and Project Ascent expenses. These amounts can be found in our Annual Reports on Form 10-K.

  49. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  50. 2023 Director Compensation Table

    2023 Director Compensation Table The following table summarizes compensation earned during fiscal 2023 by our directors (other than Mr. Ciesinski):

  51. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Zena Srivatsa Arnold | $18,750 | $— | $— | $18,750 | | Neeli Bendapudi(4) | $45,000 | $114,887(4) | $1,971 | $161,858 | | Barbara L. Brasier | $98,125 | $114,887 | $1,971 | $214,983 | | William H. Carter(5) | $115,000 | $114,887(5) | $1,971 | $231,858 | | Robert L. Fox | $100,000 | $114,887 | $1,971 | $216,858 | | Elliot K. Fullen | $98,125 | $114,887 | $1,971 | $214,983 | | John B. Gerlach, Jr.(6) | $— | $— | $315,792 | $315,792 | | Alan F. Harris | $117,500 | $114,887 | $1,971 | $234,358 | | Michael H. Keown | $90,000 | $114,887 | $1,971 | $206,858 | | Robert P. Ostryniec | $113,125 | $114,887 | $1,971 | $229,983 |

  52. 2023 Director Compensation Table

    ___________ (1)The amounts shown in column (b) represent compensation amounts discussed in the narrative below. (2)The amounts reported in column (c) reflect the aggregate grant date fair value of restricted stock received by each of our directors, which was computed in accordance with FASB ASC Topic 718. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2023, those assumptions can be found in footnote 10 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. The nonemployee directors had restricted stock awards outstanding as of June 30, 2023 for the following number of shares: Ms. Brasier, 565; Mr. Fox, 565; Mr. Fullen, 565; Mr. Harris, 565; Mr. Keown, 565; and Mr. Ostryniec, 565. Except for Ms. Arnold, who was appointed as a director on May 8, 2023, each nonemployee director during fiscal 2023 received a grant of 565 shares of restricted stock on November 9, 2022 under our 2015 Omnibus Incentive Plan. These grants of restricted stock will vest on November 9, 2023. We anticipate that all of our nonemployee directors, including Ms. Arnold and Mr. Knight, will receive a grant of restricted stock with a market value of approximately $115,000 at the time of our 2023 Annual Meeting. (3)Except as set forth in footnote 6 below, the amounts shown in column (g) for nonemployee directors represent dividends paid on restricted stock awards that vested during fiscal 2023. (4)Dr. Bendapudi received compensation for her service as a director until her resignation on January 1, 2023. Her restricted stock awards granted during fiscal 2023 were forfeited upon her resignation. (5)Mr. Carter received compensation for his service as a director until his retirement on May 31, 2023. His restricted stock awards granted during fiscal 2023 were forfeited upon his retirement. (6)This amount consists of (A) $300,000 in salary for Mr. Gerlach’s service as our Executive Chairman; (B) $381 in life insurance premium payments; and (C) $15,411 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Plan, (ii) payment of travel insurance premiums, and (iii) payment of business-related professional and filing fees. Our Compensation Committee reviews the level of compensation of our nonemployee directors on an annual basis. We have historically obtained data from a number of different sources to determine the appropriateness of the current level of compensation for our nonemployee directors, including: •publicly available data describing director compensation at companies in our peer group; •data collected by our corporate administration; and •information obtained directly from other companies. We compensate our nonemployee directors through a mix of cash and equity-based compensation. Except as noted in the footnotes above, our nonemployee directors received compensation for fiscal 2023 at the following annual rates: •a retainer of $75,000; •$17,500 for the Chairperson of the Audit Committee; •$15,000 for the Chairperson of the Compensation Committee; •$10,000 for the Chairperson of the Nominating and Governance Committee; •$10,000 for service on the Audit Committee; •$7,500 for service on any other committee, including any ad-hoc committee; •$25,000 for the Lead Independent Director; and •a grant of 565 shares of restricted stock to each nonemployee director, with a market value of approximately $115,000 at the time of the grant. We also reimburse expenses incurred by our nonemployee directors to attend Board and committee meetings. Directors who are also our employees do not receive cash or equity compensation for services on our Board in addition to compensation payable for their services as employees. The restricted stock granted to our nonemployee directors generally vests one year from the grant date, or earlier upon a change in control of the Corporation, or the death or disability of the recipient. Dividends on the shares of restricted stock are held in escrow until the shares vest. The value of these grants is determined based on the recommendation of the Compensation Committee. In 2012, the Board adopted and implemented share ownership guidelines to further align the interests of the Corporation’s independent directors and the Corporation’s shareholders. These were updated in 2016 to require each independent director to own common shares of the Corporation with a value equal to at least four times the annual cash retainer for independent directors. These new requirements were effective beginning in fiscal 2017. Each director to whom this policy applies shall have until the later of five years from the date of adoption of this policy or five years from the date such director became subject to this policy to achieve the applicable guideline level of ownership. As of June 30, 2023, all of the Corporation’s independent directors already met these guidelines or were on track to comply with these guidelines within the specified period of time. For fiscal 2023, Mr. Gerlach’s salary as Executive Chairman was $300,000, the same amount established in fiscal 2022 at his request and with concurrence from the Compensation Committee.